Exhibit 3(i)(a)

                                STATE OF ARIZONA
                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                       FRONTIER ADJUSTERS OF AMERICA, INC.

     Frontier   Adjusters  of  America,   Inc.,  an  Arizona   corporation  (the
"Corporation"),  hereby adopts the following Articles of Amendment in accordance
with Section 10-1003 of the Arizona Business Corporation Act.

     FIRST: The name of the Corporation is Frontier Adjusters of America, Inc.

     SECOND: The Articles of Incorporation of the Corporation are hereby amended
and  restated  in their  entirety  to read as set forth on  Exhibit  A  attached
hereto.

     THIRD: The amendment does not provide for an exchange,  reclassification or
cancellation of issued shares.

     FOURTH:  The foregoing  amendment to the Articles of  Incorporation  of the
Corporation  was adopted by the board of directors of the  Corporation as of the
2nd day of May, 2000.

     FIFTH:  The  foregoing  amendment  to the  Articles  of  Incorporation  was
approved by the  shareholders by written consent as of the 14th day of December,
2000.  There  is one  voting  group  eligible  to  vote  on the  amendment.  The
designation,  number of outstanding  shares, and the number of votes entitled to
be cast for and against the amendment were as follows:

                       OUTSTANDING    VOTES ENTITLED
     DESIGNATION          SHARES        TO BE CAST        FOR       AGAINST
     -----------          ------        ----------        ---       -------
     Common             8,957,660       8,957,660      6,242,949     61,381

The  number of votes cast for  approval  of the  amendment  was  sufficient  for
approval by the voting group.

     DATED this 14th day of December, 2000.


                                        FRONTIER ADJUSTERS OF AMERICA, INC.


                                        By:   /s/ Peter I. Cavallaro
                                              ----------------------------------
                                        Name: Peter I. Cavallaro
                                              ----------------------------------
                                        Its:  Secretary
                                              ----------------------------------
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                                    EXHIBIT A
                                       TO
                              ARTICLES OF AMENDMENT


                           AMENDED AND FIRST RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       FRONTIER ADJUSTERS OF AMERICA, INC.

     These Amended and Restated  Articles of Incorporation  correctly set forth,
without  change,  the  Amended  and  Restated  Articles  adopted by the Board of
Directors  and   Shareholders  as  of  May  2,  2000,  and  December  14,  2000,
respectively,  and  supersede  the original  Articles of  Incorporation  and all
amendments to the original Articles of Incorporation.

     ARTICLE 1. The name of the  corporation  is FRONTIER  ADJUSTERS OF AMERICA,
INC., (the "Corporation").

     ARTICLE  2. The  purpose  for which the  Corporation  is  organized  is the
transaction  of any  and all  lawful  business  for  which  corporations  may be
incorporated  under the Arizona  Business  Corporation Law, as it may be amended
from time to time (the "Business Corporation Act").

     ARTICLE 3. The present character of business that the Corporation  conducts
in the State of Arizona  is  insurance  adjusting,  risk  management,  and other
businesses through wholly-owned subsidiaries, and all manner of activity related
thereto.

     ARTICLE 4. The authorized capital stock of the corporation shall be divided
into 100,000,000  shares of preferred stock with a par value to be determined by
the Board of  Directors  prior to the  issuance  of the stock,  and  100,000,000
shares of common  stock,  par value $0.01 per share.  Stock shall be issued when
paid for in cash, past services,  real property or personal property, and shall,
when issued, be fully paid for and forever  non-assessable.  The judgment of the
Board of  Directors  as to the value of any  property  or  service  rendered  in
exchange  for stock shall be  conclusive  in the absence of actual  fraud in the
transaction.

     Each issued and  outstanding  share of common stock will entitle the holder
thereof to one (1) vote on any matter  submitted  to a vote of or for consent of
shareholders.

     The Board of Directors is  authorized  to provide from time to time for the
issuance of shares of serial  preferred  stock in series and to fix from time to
time before issuance the designation,  preferences, privileges and voting powers
of the shares of each series of serial  preferred stock and the  restrictions or
qualifications  thereof,  including,  without  limiting  the  generality  of the
foregoing, the following:

     i. The serial designation and authorized number of shares;

     ii. The dividend  rate,  the date or dates on which such  dividends will be
payable, and the extent to which such dividends may be cumulative;
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     iii.  The amount or amounts to be  received  by the holders in the event of
voluntary or involuntary dissolution or liquidation of the Corporation;

     iv.  The price or prices at which  shares  may be  redeemed  and any terms,
conditions and limitations upon such redemption;

     v. Any sinking fund provisions for redemption or purchase of shares of such
series; and

     vi. The terms and conditions, if any, on which shares may be converted into
shares of other capital stock,  or of other series of serial  preferred stock of
the Corporation.

     Each series of serial  preferred  stock, in preference to the common stock,
may be entitled  to  dividends,  from funds or other  assets  legally  available
therefor,  at such rates, payable at such times and cumulative to such extent as
may be  fixed  by the  Board  of  Directors  pursuant  to the  authority  herein
conferred   upon  it.  In  the  event  of  dissolution  or  liquidation  of  the
Corporation,  voluntary  or  involuntary,  the  holders of the serial  preferred
stock, in preference to the common stock, may be entitled to receive such amount
or amounts as may be fixed by the Board of Directors  pursuant to the  authority
herein conferred upon it. Each issued and outstanding  share of serial preferred
stock will entitle the holder  thereof only to those  votes,  if any,  which may
expressly be fixed as hereinafter provided for the respective series thereof and
to voting rights on certain matters, and in certain circumstances,  as set forth
in this Article.

     Preference stock of any series redeemed, converted, exchanged, purchased or
otherwise  acquired by the Corporation shall be cancelled by the Corporation and
returned  to the status of  authorized  but  unissued  preference  stock  unless
otherwise provided herein or in resolutions of the board of directors duly filed
with the Arizona Corporation Commission authorizing the issuance of the series.

     All shares of any series of serial preferred stock, as between  themselves,
shall rank equally and be identical;  and all series of serial  preferred stock,
as between themselves shall rank equally and be identical except as set forth in
resolutions  of the board of directors  duly filed with the Arizona  Corporation
Commission authorizing the issuance of the series.

     ARTICLE  5. The name  and  street  address  of the  statutory  agent of the
Corporation are Corporation Service Company, 3636 North Central Avenue, Phoenix,
Arizona 85012.

     ARTICLE 6. The board of  directors  consists  of 9  members.  The number of
directors  may be increased  or decreased  from time to time as set forth in the
bylaws of the  Corporation.  The names and  addresses of each of the persons who
currently serve as the members of the board of directors are:

            Name                                Address
            ----                                -------
     Charles E. Becker        45 East Monterey Way, Phoenix, Arizona 85012
     Eric J. Carlstrom        45 East Monterey Way, Phoenix, Arizona 85012
     Peter I. Cavallaro       45 East Monterey Way, Phoenix, Arizona 85012

                                        2
<PAGE>
     John M. Davies           45 East Monterey Way, Phoenix, Arizona 85012
     Mark A. Freeman          45 East Monterey Way, Phoenix, Arizona 85012
     Jeffrey R. Harcourt      45 East Monterey Way, Phoenix, Arizona 85012
     Jeffrey C. Jordan        45 East Monterey Way, Phoenix, Arizona 85012
     Anthony J. Puglisi       45 East Monterey Way, Phoenix, Arizona 85012
     Kenneth A. Sexton        45 East Monterey Way, Phoenix, Arizona 85012

     ARTICLE 7. The personal liability of any director of the Corporation to the
Corporation or its  shareholders  for money damages for any action or failure to
take any action as a director is hereby eliminated to the fullest extent allowed
by law.

     ARTICLE 8. The Corporation shall indemnify, and advance expenses to, to the
fullest  extent  allowed by law,  any person who incurs  liability or expense by
reason of such person acting as a director or officer of the  Corporation.  This
indemnification  with respect to  directors  and  officers  shall be  mandatory,
subject  to  the   requirements  of  the  Business   Corporation   Act,  in  all
circumstances in which  indemnification is permitted by the Business Corporation
Act. In addition,  the Corporation may, in its sole discretion,  indemnify,  and
advance expenses to, to the fullest extent allowed by law, any person who incurs
liability or expense by reason of such person  acting as an employee or agent of
the  Corporation,  except where  indemnification  is  mandatory  pursuant to the
Business  Corporation Act, in which case the Corporation  shall indemnify to the
fullest extent required by the Business Corporation Act.

     ARTICLE 9. Pursuant to Arizona Revised Statutes Sections  10-2721(A)(2) and
10-2743(A)(2)  and  pursuant  to  the  approval  of  the  shareholders  of  this
Corporation,  this  Corporation  shall be exempt from the  provisions  of A.R.S.
Section 10-2721  through  10-2743,  concerning  control share  acquisitions  (as
defined in A.R.S.  Section  10-2701(9) and business  combinations (as defined in
A.R.S. Section 10-2701(6)).  This Article 9 shall not apply to any control share
acquisition made on or before the effective date of the Articles of Amendment to
this  Corporation's  Articles of  Incorporation  to  incorporate  this Article 9
herein,  or to any  business  combination  with an  interested  shareholder  (as
defined in A.R.S.  Section 10-2701(10)) whose share acquisition date (as defined
in A.R.S.  Section  10-2701(14))  was on or  before  the  effective  date of the
Articles  of  Amendment  to this  Corporation's  Articles  of  Incorporation  to
incorporate this Article 9 herein.

     ARTICLE 10. Unless the bylaws of the Corporation  provide otherwise and the
statutory  agent expressly  consents  thereto in writing,  all records  required
pursuant to the Business  Corporation  Act to be kept by the  Corporation or its
agent  shall be kept by the  Corporation  at the known  place of business of the
Corporation.

     ARTICLE 11. The Corporation  shall have the right to pay dividends  payable
in shares of one class of stock to holders of shares of another  class or series
of stock of the Corporation,  and no shareholder approval or ratification of any
such dividend shall be required.

     ARTICLE  12. The  street  address of the known  place of  business  for the
Corporation is 45 East Monterey Way, Phoenix, Arizona 85012.

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